Biovail Establishes US$1.5B Unallocated Shelf

Biovail Corporation International established a US$1.5 billion unallocated shelf under the Canada-U.S. multijurisdictional disclosure system, pursuant to which Biovail is qualified to distribute common shares, debt securities and warrants.

Biovail proceeded under its shelf to distribute 12.5 million common shares in Canada, the U.S. and internationally, through an underwriting syndicate led by Morgan Stanley and UBS Warburg. The aggregate issue price was US$587.5 million. The underwriters were granted an overallotment option for an additional 1.875 million common shares, which was exercised in full. On that basis, the full US$648.6 million was sold. The deal closed on November 19, 2001. This offering represented one of the first common share offerings carried out under the recently instituted shelf prospectus rules.

Stikeman Elliott’s Mihkel Voore, Ray McDougall, Mark Katz and Andrew Grossman acted for Biovail. Cahill Gordon & Reindel acted as U.S. counsel to Biovail, with a team led by Roger Andrus, and including David Becker and Michael Aklufi (corporate and securities) and Craig Horowitz and Jeff Parry (tax). The underwriters’ counsel were Doug Marshall and Lynne Woollcombe of Osler, Hoskin & Harcourt LLP, and Brice Voran, Jason Lehner and Jennifer Mazin of Shearman & Sterling.